FIGRFigure Technology Solutions
Deals with insiders in the proxy filed 2026-04-24
Deals between FIGR and its directors, executives, owners of more than 5% or their families: a relative on the payroll, a plane the company charters from its CEO, a director's company that buys from it. SEC rules (Item 404) make the company list every such deal over $120,000 in its proxy statement.
The whole section
15 paragraphs quoted as filed
POLICIES AND PROCEDURES FOR RELATED PERSON TRANSACTIONS“Our Board recognizes the fact that transactions with related persons present a heightened risk of conflicts of interests (or the perception thereof). We have a written policy on transactions with related persons that is in conformity with the requirements for issuers having publicly held common stock that is listed on Nasdaq. Under the policy, our legal team is primarily responsible for developing and implementing processes and procedures to obtain information regarding related persons with respect to potential related person transactions and then determining, based on the facts and circumstances, whether such potential related person transactions do, in fact, constitute related person transactions requiring compliance with the policy. In addition, any potential related person transaction that is proposed to be entered into by the Company must be reported to the Company’s Chief Legal Officer (or his or her designee), by both the related person and the person at the Company responsible for such potential related person transaction.”
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POLICIES AND PROCEDURES FOR RELATED PERSON TRANSACTIONS“If our legal team determines that a transaction or relationship is a related person transaction requiring compliance with the policy, our Chief Legal Officer (or his or her designee) is required to present to the Audit Committee all relevant facts and circumstances relating to the related person transaction. Our Audit Committee must review the relevant facts and circumstances of each related person transaction, including whether the transaction is on terms comparable to those that could be obtained in arm’s length dealings with an unrelated third party and the extent of the related person’s interest in the transaction, take into account the conflicts of interest and corporate opportunity provisions of our organizational documents and Code of Business Conduct and Ethics, and either approve or disapprove the related person transaction. If advance Audit Committee approval of a related person transaction requiring the Audit Committee’s approval is not feasible, then the transaction may be preliminarily entered into by management upon prior approval of the transaction by the chairperson of the Audit Committee, subject to ratification of the transaction by the Audit Committee at the Audit Committee’s next regularly scheduled meeting; provided, that if ratification is not forthcoming, management will make all reasonable efforts to cancel or annul the transaction. If a transaction was not initially recognized as a related person transaction, then upon such recognition the transaction will be presented to the Audit Committee for ratification at the Audit Committee’s next regularly scheduled meeting; provided, that if ratification is not forthcoming, management will make all reasonable efforts to cancel or annul the transaction.”
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POLICIES AND PROCEDURES FOR RELATED PERSON TRANSACTIONS“Our management will update the Audit Committee as to any material changes to any approved or ratified related person transaction and will provide a status report at least annually of all then current related person transactions. No director may participate in approval of a related person transaction for which he or she is a related person.”
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POLICIES AND PROCEDURES FOR RELATED PERSON TRANSACTIONS“The following are certain transactions, arrangements and relationships with our directors, executive officers and stockholders owning 5% or more of our outstanding common stock, or any member of the immediate family of any of the foregoing persons, since January 1, 2025, other than equity and other compensation, termination, change in control and other arrangements, which are described under “Executive Compensation.” All related person transactions described below that occurred prior to adoption of the formal, written policy described above were not subject to the approval and review procedures set forth in the policy.”
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POLICIES AND PROCEDURES FOR RELATED PERSON TRANSACTIONS“FIGURE TECHNOLOGIES, LLC (F/K/A, FIGURE TECHNOLOGIES, INC.) AND FIGURE MARKETS HOLDINGS, INC.”
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POLICIES AND PROCEDURES FOR RELATED PERSON TRANSACTIONS“In March 2024, in connection with a series of transactions, we separated our business and Figure Lending Corp. (“FLC”) and Figure Markets Holdings, Inc. (“FMH”) began operating as separate businesses (the “Separation”).”
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POLICIES AND PROCEDURES FOR RELATED PERSON TRANSACTIONS“In connection with and to effectuate the Separation, Figure Technologies, LLC (f/k/a Figure Technologies, Inc.) (“FT”) created each of FMH and the Company as direct wholly‑owned subsidiaries of FT. Following the formation of these entities, we completed the Separation through a series of steps, which resulted in, (i) FLC being the sole owner of certain lending‑related intellectual property and commercial contracts that were previously owned by FT, (ii) the Company becoming a holding company whose principal assets were the shares it held in FLC, (iii) FMH becoming a separate company, and (iv) FT being a wholly‑owned subsidiary of FMH. On March 19, 2024, Figure Technologies, Inc. converted into Figure Technologies, LLC.”
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POLICIES AND PROCEDURES FOR RELATED PERSON TRANSACTIONS“The board of directors of each of FLC and FMH made a determination that it is in the best interests of both entities to recombine the businesses. On August 29, 2025, we recombined the businesses through a series of transactions (the “Recombination”) and FMH became a wholly‑owned subsidiary of the Company.”
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POLICIES AND PROCEDURES FOR RELATED PERSON TRANSACTIONS“As a result of the Recombination, (i) the Company is a holding company with its principal assets consisting of shares in FLC and FMH, (ii) the Company is the sole shareholder of FLC and FMH, (iii) FMH is a wholly‑owned subsidiary of the Company, and (iv) the Company operates and controls all of the business and affairs of FLC, FMH, and their respective direct and indirect subsidiaries.”
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POLICIES AND PROCEDURES FOR RELATED PERSON TRANSACTIONS“Prior to the consummation of the Recombination, our executive officers and members of the board of directors also served as directors and/or officers of FT and its subsidiaries and FMH. Mr. Cagney, Chairman of our board of directors, served as (i) the Chief Executive Officer and Chairman of the board of directors of FT, (ii) director, President, Chief Executive Officer, and Treasurer of FLC, (iii) director and President of Figure REIT, (iv) director and officer of certain of FT’s other subsidiaries and (v) director of FMH and certain of its subsidiaries. Mr. Cagney currently also serves as the Chief Executive Officer of FMH. Ms. Ou, member of our board of directors, served as an officer of FMH. Mr. Chao, member of our board of directors, served as a member of the board of directors of FMH and FT. Mr. Boyden and Dr. Jaitly, members of our board of directors, served as members of the board of directors of FT.”
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POLICIES AND PROCEDURES FOR RELATED PERSON TRANSACTIONS“Figure REIT Inc. (“Figure REIT”), began purchasing loans from FLC in 2021. In the year ended December 31, 2025, FLC sold $157.1 million, net of repurchases of HELOCs of $2.8 million, with servicing rights retained, and recorded a net gain on sales of $1.9 million in the year ended December 31, 2025. During the year ended December 31, 2025, Figure REIT contributed $264 million of loans to an FLC securitization.”
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POLICIES AND PROCEDURES FOR RELATED PERSON TRANSACTIONS“Figure REIT purchases loans from our subsidiary Figure Lending LLC (“FL LLC”) through Figure Connect. Figure REIT and FL LLC entered into a Second Right of First Refusal to Purchase Loans Originated or Acquired by FL LLC dated December 20, 2024, granting Figure REIT a ROFR with respect to the lesser of $35 million or 10% of eligible HELOCs originated or acquired by FL LLC in any month that the aggregate HELOCs originated or acquired by FL LLC exceeds $140 million, not to exceed $100 million in the aggregate during the ROFR period (from the closing date until June 30, 2025).”
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POLICIES AND PROCEDURES FOR RELATED PERSON TRANSACTIONS“Loan Sales and Servicing Agreements and Technology Services Agreement Between FL LLC And Figure Markets Credit LLC On March 1, 2024, FL LLC entered into a (i) Purchase Agreement and (ii) Servicing Agreement (collectively, the “FMC LLC Purchase and Servicing Agreements”) with Figure Markets Credit LLC (“FMC LLC”), pursuant to which FL LLC, on behalf of FMC LLC sells and services the loans originated by FL LLC secured by Bitcoin or Ether (“Crypto‑Backed Loans”). As of December 31, 2025, FL LLC has originated, sold, and serviced $19.9 million, respectively, of such loans pursuant to the FMC LLC Purchase and Servicing Agreement.”
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POLICIES AND PROCEDURES FOR RELATED PERSON TRANSACTIONS“On January 2, 2025, FL LLC entered into a Loan and Security Agreement with FMC LFV LLC (“FMC LFV”), a direct subsidiary of FMC LLC, to warehouse the Crypto‑Backed Loans purchased by FMC LLC and subsequently sold to FMC LFV. The facility was guaranteed by FMH and further secured by a pledge of all interests that FMC LLC holds in FMC LFV. The facility was intended to be a short‑term financing until FMC LLC was able to obtain longer term financing arrangements. The facility had a March 28, 2025, maturity date and a facility limit of $25 million.”
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POLICIES AND PROCEDURES FOR RELATED PERSON TRANSACTIONS“In addition, FLC entered into a Figure Connect Exclusivity and Fee Letter Agreement with FMC LLC dated as of January 2, 2025, pursuant to which FMC LLC agrees to use best efforts to transact crypto‑backed loans through Figure Connect. Additionally, the fee letter agreement included certain fees payable to FLC for efforts made by FLC to introduce FMC LLC to third‑party crypto‑backed loan purchasers or other financers payable only upon the closing of such purchase or financing facilities.”
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Paragraphs are compared by their words, not read by AI: one counts as new when no paragraph last year shares half of its words, or when it names a person or company last year's section did not. A deal reported again with a new amount is not new. Always check the filing. Open the proxy ↗